Topics of discussion will be: the Federal Zone, fixing the anadors, decorating the guard shack, issues with the guards, fixing the structure on the Caboraca highway, future road maintenance and where we are at with the electrical.

A Board meeting of the El Pueblito de Playa Miramar A. C. (Playa Miramar) was called to order 10:00 01/09/10 at the home of Rose Drzewicki M-5 L-3 in Playa Miramar, Puerto Penasco, Sonora.

In attendance: David Nelson, President; Rose Drzewicki, Vice President; Heidi Maghran, Treasurer; Sue Adams, Member at Large. Michelle Burris could not be in attendance and provided Heidi with her proxy and request to take the minutes.

1. David opened the meeting with a discussion on obtaining a correct address for El Pueblito de Playa Miramar, AC (Playa Miramar) to obtain an updated FM3 with a president stamp. The new address needs a phone #, tax bill, or electrical bill. Rose suggested using Javier’s address as Playa Miramar’s address because he has a phone and electric bill with his address.

Our current address is:

El Pueblito De Playa Miramar, AC

Avenido de Mar de Cortez

Casita #1 Seguridad

Puerto Penasco, Sonora

Both David and Rose’s FM3s are held up waiting the address update. Rose felt not having an address might hold up other HOA members’ requests for FM3s.

Action: Rose will be talking with Javier this week and see if just a copy of the Corporate Books is sufficient or if we can duplicate what is required for him to change the HOA address. Heidi stated Javier should get 2 copies of all the legal documents for the corporation: one should be kept with Javier and the originals should be kept with the secretary.

2. David mentioned Fabian is trying to buy a new house and wants a loan for $10,000 pesos (approximately $750). Heidi and Rose had a concern with Fabian requesting another loan. Action: It was agreed we would address the request in a month when we can review work performance.

3. Sue said the roads were cleared of sand, but the sand was put in a pile on a homeowner’s lot. Action: It was agreed next time we blade the road, we will smooth out the sand pile.

4. Rose asked David if he has the letter from CFE which was given to him from the past president. Rose wanted the letter translated to see what it says. Action: David was going to try to find it to get it translated.

5. Rose discussed her concerns on Electricity. Her scenario was we had a board meeting last fall where Heidi said Carlos Amado gave her a proposal to provide electricity to the homeowners. It was agreed that Carlos could present his proposal at a HOA meeting. If we wanted to vote on the proposal at the HOA meeting, we would have had to have it as an agenda item with details so people knew what they were going to vote on (for proxies). Following the meeting, David, Heidi, and Michelle were performing a service for the homeowners and Carlos to see who was interested in power. Rose sent an email stating a list needs to go out verifying who wants power and not. Heidi sent the list out. David proceeded with answering electrical questions as El Pueblito de Playa Miramar President. At no point had the board ratified the project. The liability at this time was with David, Heidi and Michelle acting as Board of Directors. She felt 2 members of the board were not included. Rose sent an email to David on 12/8/09 addressing her concerns. Heidi stated the email was sent only to David, not to the other 3 board members, so she didn’t know about Rose’s concerns. Rose said she felt David should have forwarded the email to the other board members. Heidi felt it was an important concern and that all board members should have been copied. She stated if Rose wants open communication, she needs to practice open communication and let the entire board know of her concerns. Heidi asked David if he received the email, and he said yes. Heidi asked Sue if she knew on 12/9 of Rose’s concerns, and she said she did. Heidi said then Michelle and she were unaware of Rose’s concerns. Rose said David is the only one who can take legal action which is why the whole board wasn’t notified. On 12/30/09, Heidi sent out a letter to the HOA stating checks should be mailed to El Pueblito de Playa Miramar, which meant the membership does have liability toward the board members individually, and Rose is not willing to take the risk. Rose and Sue were concerned they felt they the board would be liable, but this was not a board sanctioned project and requested on 1/3/10 a board meeting to be held on 1/9/10. David and Rose talked on 1/4/10 about the legality, how to proceed, about David giving Power of Attorney to Carlos Amado. The P of A was in Spanish; it must be notarized, and asked if he has a copy. David stated it was a one time Power of Attorney to get a proposal from CFE. Rose stated that bound the board for legal decisions. Rose and David spoke and Rose said the project could go one of two ways:

1. Pull the project back to the HOA, take it to the Board to ratify, bring to the membership. This would protect the Board of Directors and the HOA would be legally liable for our actions. If one member says electricity is late, they could get an attorney and sue the Board. Rose said this is called Double Jeopardy because the homeowners are paying the defense of the Board for an individual homeowner to sue.

2. It could be a personal venture where Carlos provides a contract to provide electric to properties with a time line and cost. Rose said this option probably won’t happen.

Based on the conversation between David and Rose, David felt the project needed to go to the Board for a vote for the HOA.

Rose said then David, Michelle and Heidi talked and sent out an email to the HOA stating the electric was a private offering, and Rose and Sue felt left out of the decision. Rose questioned whether Carlos is aware he has sole liability or does he feel it is a Board sponsored event.

Sue said she is frustrated when asking questions, she gets asked if she does/does not want electricity. She said she wants electric, but only after her questions are answered.

David said the reason he changed his mind about having an HOA vote is because it would be obligatory for all homeowners to purchase power and it would take too long. He said he wanted to send out a note to the HOA to document it was Carlos’ project and he did so.

Heidi presented her concerns in a letter about Board members saying they weren’t informed of how electrical was progressing. She stated she is frustrated that despite volumes of emails (17 pages in her letter) sent from her, David, Michelle, Rose, and Sue, someone leaked out that members of the board were excluding other members, resulting in a homeowner writing a letter to the HOA. She felt we had 6 members on the board. She summarized all the emails by stating: As you can see, there has been a lot of communication, and no one should feel they are out of the loop. If any of you disagreed with getting electric or didn’t understand anything in the above emails, you should have expressed a concern to the entire board. I can’t imagine any more volume of email or communication going out. We have a beautiful beach to enjoy, and let’s proceed forward to get electricity without bickering.

She then presented a scenario of how the board could have proceeded and the expected outcomes:

Option 1: Electrical is a Private Endeavor using Carlos Amado’s quote Electricity to each Homeowner is Optional We can include Mexican Nationals

Option 2: Electricity is a HOA project Requires a vote of the HOA Probably 30 days out for an HOA Meeting Extraordinary Meeting with 75% of eligible voters approving EVERY home/lot would be OBLIGATED to purchase power Probably a MINIMUM of 5 members who can’t or won’t purchase power Result in a $30,000 Deficit (5 lots x $6000) from HOA Funds HOA doesn’t have extra $30,000+ to cover members who don’t pay To re-coup funds, it would require a Special Assessment Special Assessments must be voted at a HOA meeting Requires an Extra Ordinary Meeting 75 % of eligible voters must approve the Special Assessment, ETC. Homeowners who can’t/don’t pay receive a $300/month fine-5% of $6000 Plus 18% interest on top of 2 months of $300/month fine By the time we got all homeowners $, the prices would go up, repeat cycle Process spirals out of control

Board agreed to go to Amado’s house to listen to Electrical meeting at 12:00

Meeting resumed after Electrical meeting.

As a result of the entire discussion at the meeting, the Board of Directors unanimously agreed: communications amongst us requires improvement, and each Board member made a personal commitment to step up to the plate on communications.